**EXHIBIT 10.10**

**SEVERANCEAGREEMENT AND RELEASE**

This Severance Agreement and Release (“Agreement”) ismade by and between UTStarcom, Inc. (the “Company”), and Mike Sophie (“Employee”)(collectively referred to as “the Parties”).

WHEREAS, Employee was formerly employed by theCompany;

WHEREAS, Employee’s employment relationship with theCompany ended effective May 5, 2006 (“Termination Date”);

WHEREAS, Employee and the Company wish to release eachother from any claims arising from or related to their employment relationshipexcept as expressly provided below;

NOW THEREFORE, in consideration of the mutual promisesmade herein, the adequacy of which is acknowledged, the Company and Employeehereby agree as follows:

# 1.     Consideration.

## (a)   Severance;PTO/Floating Days.  The Companyagrees to pay Employee, within ten (10) business days after the Effective Dateof this Agreement, the equivalent of six (6) months of regular base salary in alump sum of two hundred twenty thousand dollars ($220,000.00), less applicablewithholdings.  Additionally, Companyagrees to also pay Employee at that same date all accrued but unpaid Paid TimeOff (“PTO”) and Floating Holiday Benefits accrued as of and through theTermination Date, less applicable withholdings.

## (b)   COBRApremiums.  The Company agrees to payEmployee, within ten (10) business days after the Effective Date of thisAgreement, the approximate equivalent of six (6) months of Employee’s COBRApremiums in a lump sum of six thousand dollars ($6,000.00), less applicable withholdings.

## (c)   CareerTransition Assistance.  Employeeshall be provided a virtual career transition program through Lee HechtHarrison Consultants.  Lee Hecht HarrisonConsultants will contact Employee to initiate the program promptly after theEffective Date of this Agreement.

# 2.     Stock.  The Parties agree that Employee’s currentlygranted options to purchase the Company’s common stock will be considered tohave vested, pursuant to their respective vesting schedules, only through theTermination Date.  As of Employee’sTermination Date, all unvested stock options granted to him under any StockOption Agreement currently in effect ceased to continue to vest in accordancewith the terms of the applicable stock option plan and the underlyingagreements.  All stock options not vestedas of the Termination Date are canceled and/or terminated.  Employee shall have the right to exercisevested options at any time up to and including one hundred and twenty (120)days after the Termination Date, but not later than the stock option expirationdate.

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# 3.     Benefits.  Employee’s health insurance benefits willcease on May 31, 2006.  ProvidedEmployee meets all eligibility requirements, Employee shall have the right toconvert his health insurance benefits to individual coverage pursuant to COBRA.

# 4.     Confidential Information.  Employee shall continue to maintain theconfidentiality of all confidential and proprietary information of the Companyand shall continue to comply with the terms and conditions of the At-WillEmployment, Confidential Information, Invention Assignment,  and Arbitration Agreement (“ConfidentialityAgreement”) between Employee and the Company. Employee’s signature below constitutes his certification under penaltyof perjury that he has returned all the Company property in his possession tothe Company.

# 5.     Payment of Salary.  Employee acknowledges and represents thatonce the consideration described in paragraph 1 of this Agreement isprovided to Employee, the Company has paid Employee all salary, wages, bonuses,reimbursable expenses, accrued vacation, severance, fees, stock, stock options,vesting, interest, outplacement costs, commissions and any and all otherbenefits which maybe due under this Agreement.

# 6.     Release of Claims.  The Parties agree that the foregoingconsideration represents settlement in full of all outstanding obligations owedto each other.  The Parties, on behalf ofit/himself and its/his current and former officers, directors, employees,agents, investors, attorneys, shareholders, administrators, affiliates,divisions, subsidiaries, predecessor and successor corporations, heirs, familymembers, executors, and assigns, hereby fully and forever release the otherParty and its/his current and former officers, directors, employees, agents,investors, attorneys, shareholders, administrators, affiliates, divisions,subsidiaries, predecessor and successor corporations, heirs, family members,executors, and assigns (the “Releasees”), from, and agree not to sueconcerning, or in any manner to institute, prosecute or pursue, any claim,complaint, charge, duty, obligation or cause of action relating to any mattersof any kind, whether presently known or unknown, suspected or unsuspected, thateither Party may possess against any of the other Party’s Releasees arisingfrom any omissions, acts or facts that have occurred up until and including theEffective Date of this Agreement, including, without limitation:

## (a)   anyand all claims relating to or arising from Employee’s employment relationshipwith the Company and the termination of that relationship;

## (b)   anyand all claims relating to, or arising from, Employee’s right to purchase, oractual purchase of shares of stock of the Company, including, withoutlimitation, any claims for fraud, misrepresentation, breach of fiduciary duty,breach of duty under applicable state corporate law, and securities fraud underany state or federal law;

## (c)   anyand all claims for wrongful discharge of employment; termination in violationof public policy; discrimination; harassment; breach of contract, both expressand implied; breach of a covenant of good faith and fair dealing, both expressand implied; promissory estoppel; negligent or intentional infliction ofemotional distress; fraud; negligent or intentional misrepresentation;negligent or intentional interference with contract or prospective economicadvantage; unfair business practices; defamation; libel; slander; negligence;personal injury; assault; battery; invasion

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## of privacy; false imprisonment; conversion; workers’ compensation;retaliation; and disability benefits;

## (d)   anyand all claims for violation of any federal, state or municipal statute,including, but not limited to, Title VII of the Civil Rights Act of 1964,the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967,the Older Workers Benefit Protection Act, the Americans with Disabilities Actof 1990, the Fair Labor Standards Act, the Fair Credit Reporting Act, theEmployee Retirement Income Security Act of 1974, the Worker Adjustment andRetraining Notification Act, the Family and Medical Leave Act, the Sarbanes-OxleyAct of 2002, the California Family Rights Act, the California Labor Code,except as prohibited by law, the California Workers’ Compensation Act, and theCalifornia Fair Employment and Housing Act;

## (e)   anyand all claims for violation of the federal, or any state, constitution;

## (f)    anyand all claims arising out of any other laws and regulations relating toemployment or employment discrimination;

## (g)   anyclaim for any loss, cost, damage or expense arising out of any dispute over thenon-withholding or other tax treatment of any of the proceeds received byEmployees as a result of this Agreement; and

## (h)   anyand all claims for attorneys’ fees and costs.

The Parties agreethat the release set forth in this section shall be and remain in effect in allrespects as a complete general release as to the matters released.  This release does not extend to anyobligations incurred or continued under this Agreement, nor shall it extend toany claims undertaken or that may be undertaken in the future by Employeeagainst the Company for indemnity of or contribution on behalf of Employee(including reasonable attorneys’ fees and costs) resulting from acts undertakenby Employee within the course and scope of his employment.  The Company will continue to pay reasonableattorneys’ fees for Employee’s representation in the matter of In Re UTStarcom,Inc. Securities Litigation, Case 5:04-cv-04908-JW (N.D. California, U.S.District Court), and the ongoing SEC investigation of the Company’s accountingpractices pursuant to Employee’s Indemnification Agreement datedOctober 15, 2002.

# 7.     Acknowledgement of Waiver of Claimsunder ADEA.  Employee acknowledgesthat he is waiving and releasing any rights he may have under the AgeDiscrimination in Employment Act of 1967 (“ADEA”) and that this waiver andrelease is knowing and voluntary. Employee and the Company agree that this waiver and release does notapply to any rights or claims that may arise under ADEA after the EffectiveDate of this Agreement.  Employeeacknowledges that the consideration given for this waiver and release Agreementis in addition to anything of value to which Employee was already entitled.  Employee further acknowledges that he hasbeen advised by this writing that (a) he should consult with an attorneyprior to executing this Agreement; (b) he has twenty-one (21) dayswithin which to consider this Agreement; (c) he has seven (7) daysfollowing the execution of this Agreement by the parties to revoke theAgreement; and (d) this Agreement shall not be effective until therevocation period has expired.

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# 8.     Release of Known and Unknown Claims.  Each Party represents that he/it is not awareof any claim against any of the other Party’s Releasees.  The Parties acknowledge that they have beenadvised by legal counsel and are familiar with the provisions of CaliforniaCivil Code Section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLYAFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

The Parties, being awareof said code section, agree to expressly waive any rights they may havethereunder, as well as under any other statute or common law principles ofsimilar effect in the State of California.

# 9.     No Cooperation.  Employee agrees he will not take any actionthat is reasonably calculated to damage the business of the Company; provided,however, that Employee is entitled to seek and accept employment with acompetitor of the Company, but will in all events remain subject to theConfidential Information restrictions as provided in paragraph 4 above.  Employee agrees that he will not counsel orassist any attorneys or their clients in the presentation or prosecution of anydisputes, differences, grievances, claims, charges, or complaints by any thirdparty against any of the Releasees, unless under a subpoena, a proper requestfor discovery in a legal proceeding, or other court order to do so.  Employee agrees both to immediately notifythe Company upon receipt of any such subpoena or court order, and to furnish,within three (3) business days of its receipt, a copy of such subpoena or othercourt order.  If approached by anyone forcounsel or assistance in the presentation or prosecution of any disputes,differences, grievances, claims, charges, or complaints against any of theReleasees, Employee shall state no more than that he cannot provide counsel orassistance.  Nothing in this Agreement isin any way intended to, and does not, prevent Employee from cooperating withlaw enforcement even in the absence of a subpoena or court order.

# 10.   No Pending or Future Lawsuits.  Employee represents that he has no lawsuits,claims, or actions pending in his name, or on behalf of any other person orentity, against the Company or any other person or entity referred to herein.  Employee also represents that he does notintend to bring any claims on his own behalf or on behalf of any other personor entity against the Company or any other person or entity referred to herein.

# 11.   Application for Employment.  Employee understands and agrees that, as acondition of this Agreement, Employee shall not be entitled to any employmentwith the Company, and Employee hereby waives any right, or alleged right, ofemployment or re-employment with the Company.  Employee further agrees not to apply foremployment with the Company.

# 12.   Non-Disparagement.  Each party agrees to refrain from anydefamation, libel or slander of the other, or tortious interference with thecontracts and relationships of the other. Employee understands that the Company’s obligations under this paragraphextend only to the Company’s current executive staff and members of its Boardof Directors and only for so long as each member thereof is an employee orDirector of the Company, as the case may be. Nothing in this Agreement

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# is in any way intendedto, and does not, prevent Employee from cooperating with law enforcement evenin the absence of a subpoena or court order. All inquiries by potential future employers of Employee will be directedto the Company’s Human Resources Representative.

# 13.   Confidentiality.  The Parties hereto each agree to use theirbest efforts to maintain in confidence the existence of this Agreement, thecontents and terms of this Agreement, and the consideration for this Agreement(hereinafter collectively referred to as “Severance Information”).  Each Party hereto agrees to take everyreasonable precaution to prevent disclosure of any Severance Information tothird parties, and each agrees that there will be no publicity, directly orindirectly, concerning any Severance Information.  Except as required by law, the Parties heretoagree to take every precaution to disclose Severance Information only to thoseemployees, officers, directors, attorneys, accountants, governmental entities,and family members who have a reasonable need to know of such SeveranceInformation.

# 14.   Breach.  Employee acknowledges and agrees that anybreach of any provision of this Agreement or of any provision of theConfidentiality Agreement shall constitute a material breach of this Agreementand shall entitle the Company immediately to recover and/or cease theconsideration provided to Employee under this Agreement, except as provided bylaw.  Except as provided by law, each ofthe Parties shall also be responsible to the other for all costs, attorneys’fees, and any and all damages incurred in: (a) enforcing any obligation orright under this Agreement or the Confidentiality Agreement, including thebringing of any action to recover the consideration, and (b) defendingagainst a claim or suit brought or pursued in violation of the terms of thisAgreement.

# 15.   No Admission of Liability.  No action taken by the Parties hereto, oreither of them, either previously or in connection with this Agreement, shallbe deemed or construed to be: (a) an admission of the truth or falsity ofany potential claims; or (b) an acknowledgement or admission by eitherparty of any fault or liability whatsoever to the other party or to any thirdparty.

# 16.   Costs. The Parties shall each bear their own costs, attorneys’ fees and otherfees incurred in connection with the preparation of this Agreement except as tolegal fees incurred on behalf of Employee as regards the drafting andnegotiation of this Agreement.

# 17.   Arbitration.  The Parties agree that any and all disputesarising out of the terms of this Agreement, their interpretation, and any ofthe matters herein released, shall be subject to binding arbitration inAlameda, California, before the American Arbitration Association under itsNational Rules for the Resolution of Employment Disputes and California law, orby a judge to be mutually agreed upon. The arbitrator may grant injunctions and other relief in suchdisputes.  The decision of the arbitratorshall be final, conclusive and binding on the parties to the arbitration.  The Parties agree that the prevailing partyin any arbitration shall be entitled to injunctive relief in any court ofcompetent jurisdiction to enforce the arbitration award.  The Parties agree that the prevailing partyin any arbitration shall be awarded its reasonable attorneys’ fees andcosts.  The Parties hereby agree to waivetheir right to have any dispute between them resolved in a court of law by ajudge or jury.

# 18.   Tax Consequences.  The Company makes no representations orwarranties with respect to the tax consequences of the payments provided toEmployee or made on his behalf under the terms of this Agreement.  Employee agrees and understands that he isresponsible for payment, if any, of

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# local, state and/orfederal taxes on the payments made hereunder by the Company and any penaltiesor assessments thereon.  Employee furtheragrees to indemnify and hold the Company harmless from any claims, demands,deficiencies, penalties, interest, assessments, executions, judgments, orrecoveries by any government agency against the Company for any amounts claimeddue on account of: (a) Employee’s failure to pay or the Company’s failureto withhold, or Employee’s delayed payment of, federal or state taxes; or(b) damages sustained by the Company by reason of any such claims,including attorneys’ fees and costs.

# 19.   Indemnification.  Each of the Parties agrees to indemnify andhold harmless the other from and against any and all loss, costs, damages orexpenses, including, without limitation, attorneys’ fees or expenses incurredby the other arising out of the breach of this Agreement, or from any falserepresentation made herein by that Party, or from any action or proceedingwhich maybe commenced, prosecuted or threatened by that Party or for his/itsbenefit, upon his/its initiative, direct or indirect, contrary to theprovisions of this Agreement.  TheParties further agree that in any such action or proceeding, this Agreement maybe pled as a complete defense, or may be asserted by way of counterclaim orcross-claim.

# 20.   Authority.  The Company represents and warrants that theundersigned has the authority to act on behalf of the Company and to bind theCompany and all who may claim through it to the terms and conditions of thisAgreement.  Employee represents and warrantsthat he has the capacity to act on his own behalf and on behalf of all whomight claim through him to bind them to the terms and conditions of thisAgreement.  Each Party warrants andrepresents that there are no liens or claims of lien or assignments in law orequity or otherwise of or against any of the claims or causes of actionreleased herein.

# 21.   No Representations.  Employee represents that he has had anopportunity to consult with an attorney, and has carefully read and understandsthe scope and effect of the provisions of this Agreement.  Neither party has relied upon anyrepresentations or statements made by the other party hereto that are notspecifically set forth in this Agreement.

# 22.   Severability.  In the event that any provision hereof becomesor is declared by a court of competent jurisdiction or arbitrator to beillegal, unenforceable or void, this Agreement shall continue in full force andeffect without said provision.  TheParties agree that to the extent any unenforceable provision can be re-draftedto be made enforceable, they will agree to the court or arbitrator re-draftingsaid provision.

# 23.   Attorneys’ Fees.  Except as provided in paragraph 6hereof, in the event that either Party brings an action to enforce or effectits rights under this Agreement, the prevailing party shall be entitled torecover its costs and expenses, including the costs of mediation, arbitration,litigation, court fees, plus reasonable attorneys’ fees, incurred in connectionwith such an action.

# 24.   Entire Agreement.  This Agreement represents the entireagreement and understanding between the Company and Employee concerning thesubject matter of this Agreement and Employee’s employment with, and separationfrom, the Company and the events leading thereto and associated therewith, andsupersedes and replaces any and all prior agreements and understandingsconcerning the subject matter of this Agreement and Employee’s relationshipwith the Company,

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# with the exception of theConfidentiality Agreement, the Company’s Stock Plan, Employee’s IndemnificationAgreement, and any applicable Stock Option Agreement.

# 25.   No Oral Modification.  This Agreement may only be amended in writingsigned by Employee and the General Counsel of the Company.

# 26.   Governing Law.  This Agreement shall be governed by the lawsof the State of California.

# 27.   Effective Date.  This Agreement will become effective after ithas been signed by both parties and after seven days have passed since Employeesigned the Agreement (the “Effective Date”), unless revoked by Employeepursuant to Section 7 of this Agreement.

# 28.   Counterparts.  This Agreement may be executed incounterparts, and each counterpart shall have the same force and effect as anoriginal and shall constitute an effective, binding agreement on the part ofeach of the undersigned.

# 29.   Voluntary Execution of Agreement.  This Agreement is executed voluntarily andwithout any duress or undue influence on the part or behalf of the Partieshereto, with the full intent of releasing all claims.  The Parties acknowledge that:

## (a)   Theyhave read this Agreement;

## (b)   Theyhave been represented in the preparation, negotiation, and execution of thisAgreement by legal counsel of their own choice or that they have voluntarilydeclined to seek such counsel;

## (c)   Theyunderstand the terms and consequences of this Agreement and of the releases itcontains;

## (d)   Theyare fully aware of the legal and binding effect of this Agreement.

IN WITNESSWHEREOF, the Parties have executed this Agreement on the respective dates setforth below.
|        |           | UTStarcom, Inc.                  |
|--------|----------------|----------------------------------|
|   |           |                             |
| Dated: | April 13, 2006 |                             |   | /s/ Mark Green |
|   |           | Mark Green                       |
|   |           | Vice President, Human  Resources |
|   |           |                             |
| Dated: | April 13, 2006 |                             |   | Mike Sophie, an  individual |
|   |           |                             |
|   |           | /s/ Mike Sophie                  |
|   |           | Mike Sophie                      |

 

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